Posting of Scheme Document

RNS Number : 3395D

System C Healthcare plc

21 March 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

21 March 2011

SYSTEM C HEALTHCARE PLC

POSTING OF SCHEME DOCUMENT

RECOMMENDED CASH OFFER FOR SYSTEM C HEALHTCARE PLC BY MCKESSON UK HOLDINGS LIMITED, A WHOLLY-OWNED SUBSIDIARY OF MECKESSON CORPORATION

On 3 March 2011, the boards of McKesson Corporation and System C announced that they had reached agreement on the terms of a recommended cash offer under which McKesson UK will acquire the entire issued and to be issued ordinary share capital of System C for 70 pence in cash per System C Share.  It was also announced that the Acquisition would be effected by means of a scheme of arrangement under sections 895 to 99 of the 2006 Act.

Further to that announcement, the boards of McKesson and System C are pleased to announce that the Scheme Document relating to the Acquisition is being posted to System C Shareholders today. The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the 2006 Act, an anticipated timetable of principal events and details of the actions to be taken by the System C Shareholders. Participants in the System C Employee Share Schemes will shortly be sent further details of the actions they can take in respect of these schemes.

As described in the Scheme Document, to become effective, the Scheme will need to be approved at the Court Meeting and will require the passing of a special resolution at the General Meeting. Both the Court Meeting and the General Meeting will be held at the offices of Travers Smith LLP at 10 Snow Hill, London EC1A 2AL on 11 April 2011 with the Court Meeting to commence at 10.00 a.m. and the General Meeting to commence at 10.10 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

The Scheme Document is available for inspection at the offices of Travers Smith LLP at 10 Snow Hill, London EC1A 2AL and at System C's registered office, Brenchley House, Week Street, Maidstone, Kent ME14 1RF and available to download on the investor section of the System C website at www.systemc.com up to and including the Effective Date or the date on which the Scheme lapses or is withdrawn.

The anticipated timetable of principal events is as follows:

Event	Time and/or date
Latest time for receipt of Forms of Proxy for:
Court Meeting (blue form)	10.00 a.m. on 8 April 2011
General Meeting (white form)	10.10 a.m. on 8 April 2011
Voting Record Time	6.00 p.m. on 8 April 2011
Court Meeting	10.00 a.m. on 11 April 2011
General Meeting	10.10 a.m. on 11 April 2011
Scheme Court Hearing	4 May 2011
Last day of dealings in, and for registration of transfers of, System C Shares	5 May 2011
Scheme Record Time	6.00 p.m. on 5 May 2011
Dealings in System C Shares suspended	7.30 a.m. on 6 May 2011
Reduction Court Hearing	6 May 2011
Effective Date of the Scheme	6 May 2011
Cancellation of admission of System C Shares to trading on AIM	7.00 a.m. on 9 May 2011
Latest date for despatch of cheques and settlement through CREST	within 14 days of the Effective Date

Terms and expression used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the announcement of 3 March 2011.

Enquiries:
McKesson Corporation
Laura Steward	[phone]
HSBC Bank plc (Financial Adviser and Corporate Broker to McKesson Corporation and McKesson UK)
John Mellett Calvin Man Stuart Dickson (Corporate Broking)	[phone]
System C
Dr Ian Denley	[phone]
Charles Stanley Securities (Financial Adviser, Corporate Broker and NOMAD to System C)
Russell Cook Karri Vuori	[phone]
Media Enquiries:
Financial Dynamics (PR Adviser to McKesson Corporation and McKesson UK)
James Melville-Ross Emma Appleton	[phone]
Maitland (PR Adviser to System C)
Emma Burdett	[phone]

HSBC, which is authorised and regulated in the UK by the Financial Services Authority, is acting for McKesson Corporation and McKesson UK and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than McKesson Corporation and McKesson UK for providing the protections afforded to clients of HSBC nor for providing advice in connection with the Acquisition or any matter referred to herein.

Charles Stanley Securities, a division of Charles Stanley & Co. Ltd, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for System C and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than System C for providing the protections afforded to clients of Charles Stanley Securities nor for providing advice in connection with the Acquisition or any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Scheme. System C will prepare the Scheme Document to be distributed to System C Shareholders. System C and McKesson Corporation urge System C Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by McKesson Corporation or McKesson UK or required by the City Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Acquisition will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Acquisition.

The availability of the Acquisition to System C Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas System C Shareholders will be contained in the Scheme Document.

McKesson Corporation and McKesson UK reserve the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Acquisition.

Forward looking statements

This announcement, any oral statements made by McKesson Corporation or System C in relation to the Acquisition, and other information published by McKesson Corporation or System C may contain statements about McKesson Corporation, McKesson UK and System C that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of McKesson Corporation's, McKesson UK's or System C's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on McKesson Corporation's, McKesson UK's or System C's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. McKesson Corporation, McKesson UK and System C disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10^th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10^th Business Day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

 

END

 

 

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